AE Professional Service Agreement, Terms and Conditions

Changes to Pricing:

PRICING IS SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE. EXISTING CONTRACTS WILL BE FULFILLED UNTIL RENEWAL DATE, EITHER MONTHLY or ANNUALLY, UNLESS OTHERWISE NOTED OR MUTUALLY AGREED UPON.

SUPPORT METRICS:

We attempt to fulfill all change and support requests within 72 hours. We do not provide any guarantee on turnaround times for change requests.

 Changes to Agreement:

This Agreement is subject to revision at any time at the sole discretion of AE.  AE is under no obligation to inform its strategic partners, retail customers, employees, or any other parties if and when changes are made.  The responsibility for checking periodically to make sure they are up to date on all terms and conditions is on the strategic partners, retail customers, employees and any other parties not named AE.  All changes to Terms and Conditions take effect 10 business days from when the adjustments are made.  Every time that adjustments are made, AE will update the date listed for when it was last updated to indicate that there was a change to any interested parties.  Again, ANY AND ALL REVISIONS CAN HAPPEN ANYTIME AND ARE AT THE SOLE DISCRETION OF AE.

Authorization.

The above-named Client (hereinafter referred to as "Client" or “You”) is engaging A. E. Consulting Solutions, LLC (known as “Company” or “AE” hereafter) as an independent contractor for services in one or more of the following categories, including, but not limited to, web design , video production, project management, graphic design, web hosting, social media marketing, multimedia development, software development, Search Engine Optimization, Search Engine Marketing, Promotional Products, and consulting.

Pricing is subject to change at any time without notice based on a variety of factors including project scope. The Client hereby authorizes Company to provide the above listed services.

Project scope is defined by client and Company and is detailed in your invoice(s).

Reasonable Access to Systems / Third-Party Expenses.

Client will provide Company with access to key areas of the client’s internet presence including but not limited to the Client's hosting and/or domain registrar accounts, hosting server(s), Control Panels, Dashboards, Analytics, and the like.

**For video production services, this may include access to any of the client’s offices / facilities as needed for video production projects which require access to those facilities. We cannot shoot footage somewhere that we don’t have access to.

Client is responsible for providing all filming locations and our team will provide assistance with any releases or documents which are required, but it is ultimately the client’s responsibility to secure those locations and handle any payments or expenses to 3rd parties, as needed.

From time to time a client project will require the purchase of a special “tool”, “plugin”, “special effects”, and other types of third-party systems. Client will be responsible for the ultimate decision in purchasing such items, and all additional costs associated with these items, and will have a reasonable time to make decisions on such third-party items.

 Optimization, Service Expectations, and Future Development

While Company will make reasonable efforts to design a fully-functional website, we cannot warranty that your website will function without error on every single platform, browser, and device that exists today or hereafter. The internet is a shifting landscape, and today’s standards could be out of fashion or stale tomorrow. However, we will endeavor in a professional manner to provide services as follows:

We will design a website working in tandem with the client which will include the following Standard Features:

WordPress Platform (see wordpress.org for more information)

Responsive, Mobile Ready Theme and Design

Search-Engine-Optimized

Slideshow and Media Player

Custom Contact Form

Industry Standard Google Analytics

Client can choose from 1000′s of “functionality widgets”

All passwords and access to the site to be delivered at the end of the project

Unlimited Content Revisions prior to site launch

Social Media Integration (assuming the client has social media pages already created)

a backup of your website will be provided

Copyrights and Trademarks.

The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company for inclusion in any design projects (web, video, graphic, etc.) are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Company and its subcontractors from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.

Client’s Additional Responsibilities / Content Delivery

A commencement deposit will be required for any work to begin.

Client must provide all content (text copy, graphics, logos, contact email addresses, etc.) to Company, unless otherwise specified

“Time Out” Policy ***VERY IMPORTANT - Client will have 60 DAYS from the project commencement deposit to provide the text copy / content and additional image or video content.

Company reserves the right, if client does not fulfill this requirement, to suspend the project without further notice. Client will FORFEIT deposit. No refunds are available for projects which are unduly delayed due to client’s delay. Additional fees may be incurred.

Project Delivery.

The final project and/or files will be either published to the internet using standard methods and protocols or delivered to client using industry standard methods. Hosting may be sold separately. The Client understands that Company provides hosting services which are sold and delivered separately. All documentation (i.e. passwords) will be provided at the end of the project upon launch. The Client will be solely responsible for any and all hosting service charges.

Electronic Commerce Laws.

The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the  Project or any other services contemplated herein, and will hold harmless, protect, and defend and Company and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from the Client's exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.

 Project Copyright

All final completed work will remain property of Client. Additional material created during the projects (components, one-offs, drafts, etc.) will remain in Company’s possession for an unspecified period of time. Rights to photos, graphics, source code, work-up files, and computer programs specifically are not transferred to the Client and remain the property of their respective owners. Company retains the right to display graphics and other elements as examples of their work in their respective portfolios. All Projects will contain a copyright/legal statement with a link to Company' Design Services Web Site.

Archives and Backups

Company is NOT responsible for keeping backups or archives of client projects, and any content or material created during the process. Although we DO archive our work internally, please make sure you have a backup of your site and all materials delivered to you by Company. We can deliver all materials upon demand at the end of the project.

Payments.

Payments must be made promptly based on the terms of this agreement. Company requires a minimum deposit of 70% of the total service fee, unless otherwise noted. Projects may 'go live' at the company's discretion. However, company retains the reserves the right to remove any project from view on the internet until final payment is made. Balance due must be paid before website launch, or before delivery of final materials and designs are completed.

Content and Further Updates

Upon completion of this project, you shall be solely responsible for providing, updating, uploading and maintaining your website and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through your website, including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text - unless you are purchasing our “MANAGED WEB HOSTING” service.

In the event you are also hosting with us, you acknowledge and agree that in the course of providing you with technical assistance, it may be necessary for our support staff to modify, alter or remove the content of your hosted product.  Your website content shall also include any registered domain names provided by you or registered on behalf of you in connection with the Services. Notwithstanding anything in this Agreement to the contrary in no event shall your website consist of the following: search results, registration, “thank you”, error, email or chat pages, pages comprised primarily of other advertising or pages containing any of the following types of content:

pornographic, obscene or excessively profane content;

content intended to advocate or advance computer hacking or cracking;

gambling;

illegal activity; or

drug paraphernalia.

SSL Certificates

Except as may be limited by specific products or services, any SSL certificate you purchase from AE or its affiliates to use in conjunction with the Services provided by AE, is intended for its specific use as described in the Subscriber Agreement and will not be exported from the server to be used with any other web hosting service. If you are using an SSL certificate on a website hosted by AE, AE will generate and securely store a corresponding private key.

Duration of Service:

All projects (excluding ongoing/recurring services) are subject to a maximum duration of 90 days to be completed.  After 90 days, the project is considered complete regardless of its status and any remaining balance is owed in full regardless of how much of the project is actually finished.  Any remaining or additional work after the 90 days is at the sole discretion of AE.  This does not apply if AE has explicitly stated in writing a different timeline for the project at hand.  If AE explicitly states a different timeline, then all rules would still apply, but the written timeline would supersede the 90 day rule established in these terms and conditions.

Availability of Services:

Subject to the terms and conditions of this Agreement, AE shall make best efforts at providing the Services for twenty-four (24) hours per day, seven (7) days per week throughout the term of this Agreement. You agree that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation:

equipment malfunctions; periodic maintenance procedures or repairs that AE may undertake from time to time; or causes beyond the control of AE or that are not reasonably foreseeable by AE, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks network congestion or other failures.

You agree AE has no control of availability of the Services on a continuous or uninterrupted basis.

You further agree that as a normal course of its business, it may be necessary for AE to migrate its servers. As a result, even though you may have a dedicated IP, you may be assigned a different IP number. AE does not warrant that you will be able to consistently maintain your given IP numbers.

Service Uptime Guarantee:

AE offers a service uptime guarantee for the Services of 99.9% (“Service Uptime”) of available time. If AE fails to maintain this level of service availability, you may contact AE and request a one-time courtesy credit of 5% of your monthly hosting fee from AE for that month. The credit may be used only for the purchase of further products and services from AE and is exclusive of any applicable taxes. The credit does not apply to service interruptions caused by:

periodic scheduled maintenance or repairs AE may undertake from time to time;

errors caused by you from custom scripting or coding;

outages that do not affect the appearance of the website but merely affect access to the website such as FTP and email;

causes beyond the control of AE or that are not reasonably foreseeable by AE; and outages related to the reliability of certain programming environments.

Total Service Uptime shall be solely determined by AE and shall be calculated on a monthly basis.

Backup:

AE may offer additional features and add on services, such as an FTP Backup, or other Backup option. You acknowledge and agree that purchasing such additional features and add on services may require additional down time to install and maintain. We are not responsible for backing up your website unless you have a managed plan with us. Generally, for those websites that we build, we will back up the site at least once at time of launch. We do backup the server in general, but we do not have a 100% guarantee that your site will be available and retrievable in the event of a catastrophic failure. You further acknowledge and agree that in utilizing the Backup option, you shall be subject to a maximum disk usage and bandwidth usage as identified by AE. Subject to the terms and conditions of this Agreement, AE shall use commercially reasonable efforts to provide routine backup services throughout the term of this Agreement limited to the length of your service agreement. You acknowledge and agree that from time-to-time the Backup services may be inaccessible or inoperable for any reason, including, without limitation:

equipment malfunctions; periodic maintenance procedures or repairs that AE may undertake from time to time; or causes beyond the control of AE or that are not reasonably foreseeable by AE, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

YOUR OBLIGATIONS:

You acknowledge and agree AE shall have the right to seek justification in connection with your use of the Services, specifically your purchase of IP addresses / domain names, and you shall be obligated to provide any and all information reasonably sought by AE pursuant to such justification. You acknowledge and agree you are required to begin using at least ninety percent (90%) of your purchased IP addresses (*if applicable) within thirty (30) days of assignment of such IP addresses to you. In the event you do not begin using at least ninety percent (90%) of your assigned IP addresses, you acknowledge and agree AE shall have the right to reclaim any unused IP addresses after the expiration of such thirty (30) day period. In connection with such purchase, you acknowledge and agree that your name and justification may be disclosed to certain registries, including, but not limited to, the American Registry of Internet Numbers, in accordance with policies promulgated by any and all such registries and such information may be displayed publicly on the Whois database.

Upon the expiration of your initial hosting service term, your hosting services shall automatically renew for the same period of time and your payment method shall be charged for the renewal term on the renewal date. You acknowledge and agree that in the event you do not desire to automatically renew your hosting services for the same period of time, it is your responsibility and obligation to access your Account Manager and manually turn off the default renewal and your failure to access your Account Manager and manually select to renew on a month-to-month basis shall be deemed acceptance of the renewal term.

You represent and warrant to AE that:

Your Content does not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising or services that actually or potentially violate any applicable law or regulation;

infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person; and

that you own your website content and all proprietary or intellectual property rights therein or have express written authorization from the owner to copy, use and display the content on and within your website.

You also warrant that the website being hosted by AE will not be used in connection with any illegal activity. If you are hosting your website on AE’s servers, you are responsible for ensuring there is no excessive overloading on AE’s DNS or servers. In the event you exceed your allotted bandwidth, compute cycles or disk space and thereby overload AE’s DNS or servers, you shall be assessed any and all fees, costs and penalties associated with such overloading. You may not use AE’s servers and your website as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities. Server hacking or other perpetration of security breaches is prohibited and AE reserves the right to remove sites containing information about hacking or links to such information. Use of your website as an anonymous gateway is prohibited. AE prohibits the use of software or scripts run on its servers that cause the server to load beyond a reasonable level, as determined by AE. You agree AE reserves the right to remove your website temporarily or permanently from its servers if AE is the recipient of activities that threaten the stability of its network. Further, if you are using ad-supported hosting, you acknowledge and agree AE has the right to terminate your Services in its sole discretion and for any reason, including, but not limited to, your failure or unwillingness to comply with the terms and limitations of this Agreement, specifically, the content and material restrictions set forth in this Agreement. You agree not to engage in unacceptable use of the Services, which includes, without limitation, use of the Services to:

disseminate or transmit unsolicited messages, chain letters, unsolicited commercial email, or unreasonably large volumes of email on a daily basis, provided, AE, in its sole discretion, may permit you, if you have a legitimate purpose and after request, to send more email than AE’s standard SMTP relay limit;

disseminate or transmit any material that, to a reasonable person may be grossly offensive, vulgar or malicious;

disseminate or transmit files, graphics, software or other material, data or work that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person;

attempt to mislead any person as to the identity, source or origin of any communication;

export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions;

interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which you do not have authorization to access or at a level exceeding your authorization;

disseminate or transmit any virus, trojan horse or other malicious, harmful or disabling data, work, code or program;

engage in any other activity deemed by AE to conflict with the spirit or intent of this Agreement or any AE policy; or

use your server as an “open relay” or similar purposes.

AE prohibits the running of a public recursive DNS service on any AE server. All recursive DNS servers must be secured to allow only internal network access or a limited set of IP addresses. AE actively scans for the presence of public DNS services and reserves the right to remove any servers from the network that violate this restriction.

Storage and Security:

At all times, you shall bear full risk of loss and damage to your website and all of your website content. You are entirely responsible for maintaining the confidentiality of your password and account information. You agree you are solely responsible for all acts, omissions and use under and charges incurred with your account or password or in connection with the Site or any of your website content displayed, linked, transmitted through or stored on the Server. You shall be solely responsible for undertaking measures to:

prevent any loss or damage to your website content;

maintain independent archival and backup copies of your website content;

ensure the security, confidentiality and integrity of all your website content transmitted through or stored on AE servers; and

ensure the confidentiality of your password.

AE’s shared hosting servers are not an archive and AE shall have no liability to you or any other person for loss, damage or destruction of any of your content. The Services are not intended to provide a PCI (Payment Card Industry) compliant environment and therefore should not be considered as one. AE shall have no liability to you or any other person for your use of the Services in violation of these terms. You shall at all times use the Services as a conventional and/or traditional website. You shall not use the Service in any way, in AE’s sole discretion, that shall impair the functioning or operation of AE’s services or equipment. Specifically, by way of example and not as a limitation, you shall not use the Services as: (i) a repository or instrument for placing or storing archived files; and/or (ii) placing or storing material that can be downloaded through other websites. You acknowledge and agree that AE has the right to carry out a forensic examination in the event of a compromise to your server or account.

In the event you terminate, moving your website off of the AE shared hosting servers is your responsibility. AE will not transfer or FTP your website to another provider. In the event your use of the Services is terminated, AE will not transfer or manage your Services or your website content.

Storage and Plan Limits:

All web hosting plans, including plans that offer unlimited disk space, are subject to limits which are specified at the time your order is placed and confirmed.

Any account that exceeds these limits will be issued a network violation warning and subject to suspension if no action is taken by the customer to reduce the disk space and other files required to reduce the space.

All web hosting plans, including plans that offer unlimited databases, are subject to limits of (i) no more than 1,000 tables per database and (ii) no more than one gigabyte (“GB”) of storage per database.  Any database that exceeds these limits will be issued a network violation warning and subject to suspension if no action is taken by the customer to reduce the number of tables or gigabytes (as the case may be).

DEVELOPMENT SERVICES:

If AE determines that requested assistance falls outside the scope of the Managed Plan, AE shall charge you for its custom support services (the “Development Services”) on a thirty (30) minute incremental basis. Furthermore, if AE determines that the Development Services apply, AE reserves the right to charge any or all of the fees for such Development Services prior to the commencement of any work being performed.

THIRD-PARTY SOFTWARE:

Additionally, in the event you elect to install or seek assistance from AE in connection with the installation of any third-party software, the following terms shall apply. You represent and warrant you have the right to use and install the third-party software and have paid the applicable licensing fees for the third-party software, and the third-party software does not and shall not infringe on the intellectual property rights of any other person or entity. You agree to defend, indemnify and hold harmless AE and its employees, officers and directors for, from and against any and all claims brought against AE and its employees, officers and directors by a third-party alleging the software infringes: (i) the third-party’s rights; or (ii) a U.S. patent, trademark, copyright or other intellectual property right. You agree that in such an event you shall pay all resulting costs, damages, expenses and reasonable attorneys’ fees that a court awards and settlements incurred by AE in connection with any such claims.

BILLING:

FEES AND PAYMENTS:

You acknowledge and agree that your Payment Method will be charged by Company.

(A) BILLING TERMS, INCLUDING AUTOMATIC RENEWAL TERMS

You agree to pay any and all prices and fees due for Services purchased or obtained at this Site at the time you order the Services.  All prices and fees are non-refundable unless otherwise expressly noted, even if your Services are suspended, terminated, or transferred prior to the end of the Services term.  Company expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at this Site and effective immediately without need for further notice to you.  If you have purchased or obtained Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below.

Except as prohibited in any product-specific agreement, you may pay for Services by utilizing any of the following “Payment Methods”: (i) by providing a valid credit card, (ii) by using PayPal (as defined below), each a “Payment Method”.

CANCELLATIONS:

You may cancel this automatic billing authorization at any time with a 30-day notice. All hosting services are on a prepaid basis.  As noted herein, all billing will be done automatically unless written request is received by client to end the automated billing and/or services in writing with a 30-day notice. Refunds are not permitted. All hosting services are on a prepaid basis.

IN ORDER TO ENSURE THAT YOU DO NOT EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, MOST SERVICES OFFER AN AUTOMATIC RENEWAL OPTION.  THE AUTOMATIC RENEWAL OPTION AUTOMATICALLY RENEWS THE APPLICABLE SERVICE FOR A RENEWAL PERIOD EQUAL IN TIME TO THE ORIGINAL SERVICE PERIOD.  FOR EXAMPLE, IF YOUR ORIGINAL SERVICE PERIOD IS FOR ONE YEAR, YOUR RENEWAL PERIOD WILL BE FOR ONE YEAR.  WHILE THE DETAILS OF THE AUTOMATIC RENEWAL OPTION VARY FROM SERVICE TO SERVICE, THE SERVICES THAT OFFER AN AUTOMATIC RENEWAL OPTION TREAT IT AS THE DEFAULT SETTING.  THEREFORE, UNLESS YOU DISABLE THE AUTOMATIC RENEWAL OPTION, Company WILL AUTOMATICALLY RENEW THE APPLICABLE SERVICE WHEN IT COMES UP FOR RENEWAL AND WILL TAKE PAYMENT FROM THE PAYMENT METHOD YOU HAVE ON FILE WITH Company AT Company’s THEN CURRENT RATES, WHICH YOU ACKNOWLEDGE AND AGREE MAY BE HIGHER OR LOWER THAN THE RATES FOR THE ORIGINAL SERVICE PERIOD.  IN ORDER TO SEE THE RENEWAL SETTINGS APPLICABLE TO YOU AND YOUR SERVICES, SIMPLY LOG INTO YOUR ACCOUNT MANAGER (“ACCOUNT MANAGER”) FROM THIS SITE AND FOLLOW THE STEPS FOUND HERE.  YOU MAY ENABLE OR DISABLE THE AUTOMATIC RENEWAL OPTION AT ANY TIME.  HOWEVER, SHOULD YOU ELECT TO DISABLE THE AUTOMATIC RENEWAL OPTION AND FAIL TO MANUALLY RENEW YOUR SERVICES BEFORE THEY EXPIRE, YOU MAY EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, AND Company SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY REGARDING THE SAME.

IN ADDITION, Company MAY PARTICIPATE IN “RECURRING BILLING PROGRAMS” OR “ACCOUNT UPDATER SERVICES” SUPPORTED BY YOUR CREDIT CARD PROVIDER (AND ULTIMATELY DEPENDENT ON YOUR BANK’S PARTICIPATION).  IF YOU ARE ENROLLED IN AN AUTOMATIC RENEWAL OPTION AND WE ARE UNABLE TO SUCCESSFULLY CHARGE YOUR EXISTING PAYMENT METHOD, YOUR CREDIT CARD PROVIDER (OR YOUR BANK) MAY NOTIFY US OF UPDATES TO YOUR CREDIT CARD NUMBER AND/OR EXPIRATION DATE, OR THEY MAY AUTOMATICALLY CHARGE YOUR NEW CREDIT CARD ON OUR BEHALF WITHOUT NOTIFICATION TO US.  IN ACCORDANCE WITH RECURRING BILLING PROGRAM REQUIREMENTS, IN THE EVENT THAT WE ARE NOTIFIED OF AN UPDATE TO YOUR CREDIT CARD NUMBER AND/OR EXPIRATION DATE, Company WILL AUTOMATICALLY UPDATE YOUR PAYMENT PROFILE ON YOUR BEHALF. Company MAKES NO GUARANTEES THAT WE WILL REQUEST OR RECEIVE UPDATED CREDIT CARD INFORMATION. YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO MODIFY AND MAINTAIN YOUR ACCOUNT SETTINGS, INCLUDING BUT NOT LIMITED TO (I) SETTING YOUR RENEWAL OPTIONS AND (II) ENSURING YOUR ASSOCIATED PAYMENT METHOD(S) ARE CURRENT AND VALID.  FURTHER, YOU ACKNOWLEDGE AND AGREE THAT YOUR FAILURE TO DO SO, MAY RESULT IN THE INTERRUPTION OR LOSS OF SERVICES, AND Company SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY REGARDING THE SAME.

If for any reason Company is unable to charge your Payment Method for the full amount owed for the Services provided, or if Company receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that Company may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation, without notice to you, of any domain names or Services registered or renewed on your behalf.  Company also reserves the right to charge you reasonable "administrative fees" or "processing fees" for (i) tasks Company may perform outside the normal scope of its Services, (ii) additional time and/or costs Company may incur in providing its Services, and/or (iii) your noncompliance with this Agreement (as determined by Company in its sole and absolute discretion).  Typical administrative or processing fee scenarios include, but are not limited to (i) customer service issues that require additional personal time or attention; (ii) disputes that require accounting or legal services, whether performed by Company staff or by outside firms retained by Company; (iii) recouping any and all costs and fees, including the cost of Services, incurred by Company as the results of chargebacks or other payment disputes brought by you, your bank or Payment Method processor. These administrative fees or processing fees will be billed to the Payment Method you have on file with Company.

(B) PAY BY PAYPAL

By using Company’s pay by PayPal payment option (“PayPal”), you can purchase Services using PayPal. In connection therewith, you agree to allow PayPal to debit the full amount of your purchase from your PayPal account (“PayPal Account”) or from credit card(s), bank account(s), or other allowed payment method(s) linked to your PayPal Account (“PayPal Funding Source”).

It is your responsibility to keep your PayPal Account and PayPal Funding Source current and funded, and your PayPal Account backed by a valid credit card.  You acknowledge and agree that (i) PayPal reserves the right to decline a transaction for any reason (including, but not limited to, payments that fail to go through as a result of your PayPal Account or PayPal Funding Source no longer existing or not holding available/sufficient funds) and (ii) in such event, neither PayPal nor Company shall be liable to you or any third party regarding the same.  If for any reason PayPal is unable to withdraw the full amount owed for your purchase, you agree that PayPal and Company may pursue all available lawful remedies in order to obtain payment. You agree that if the transaction is returned unpaid, you will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from your PayPal Account or PayPal Funding Source.

By clicking the box labeled “I agree” to the terms of the PayPal payment option, you authorize a debit of the full amount of your purchase from your PayPal Account or PayPal Funding Source.

(C) Pay by Credit Card and Automated Charges

Any and all credit card charges will be pre-authorized at the time of purchase. Your payment indicates your agreement and understanding of the charges and all terms and conditions of use of our services.

  1. A) A valid credit card is required for all accounts;
  2. B) If you initially sign up for an account that is billed on a routine cycle, including any free trial accounts, and you don't cancel that account within each specified period (or within the trial period), you will be billed according to your recurring cycle, monthly, quarterly, or annually at the date and time that your service period ends. Note that the "days" of the free trial correspond to 24-hour periods beginning at the date and time that you sign up. If you cancel prior to the processing of your first invoice, during your free trial period, you will not be charged;
  3. C) An upgrade from any free plan to any paying plan will end your free trial. You will be billed for your first month immediately upon upgrading;
  4. D) Services are billed in advance on a monthly, quarterly, or annual basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made;
  5. E) All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes;
  6. F) For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle;

UNCLAIMED PROPERTY; DORMANCY CHARGES:

Please be advised that if a customer has an outstanding account balance (a credit positive balance) for three (3) years or more for any reason, and (i) Company is unable to issue payment to such customer or (ii) Company issued payment to such customer in the form of a paper check, but the check was never cashed, then Company shall turn over such account balance to the State of Arizona in accordance with state law.  You acknowledge and agree that in either case (i) or (ii) above, Company may withhold a dormancy charge in an amount equal to the lesser of $15.00 or the total outstanding account balance associated with such customer.

SUCCESSORS AND ASSIGNS:

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

NO THIRD-PARTY BENEFICIARIES:

Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

U.S. EXPORT LAWS:

This Site and the Services found at this Site are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”).  Users shall not use the Services found at this Site to collect, store or transmit any technical information or data that is controlled under U.S. Export Laws.  Users shall not export or re-export, or allow the export or re-export of, the Services found at this Site in violation of any U.S. Export Laws.  None of the Services found at this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country with which the United States has embargoed trade; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List, or any other denied parties lists under U.S. Export Laws.  By using this Site and the Services found at this Site, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations).  If you access this Site or the Services found at this Site from other countries or jurisdictions, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws.  If such laws conflict with U.S. Export Laws, you shall not access this Site or the Services found at this Site.  The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

COMPLIANCE WITH LOCAL LAWS:

Company makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited.  Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.

Legal Notice:

Notwithstanding anything to the contrary contained in this contract, neither Company nor any of its employees or agents, warrants that the functions contained in the Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Project is with the Client. In no event will and/or Company be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this  Project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitor's computer or Internet software, even if Company has been advised of the possibility of such damages.

This Agreement:

This agreement constitutes the sole agreement between Company and the Client regarding this Project. Any additional work not specified in this contract or any other amendment or modification to this contract must be authorized by a written request signed by both Client and Company.  If you have any questions, please contact Company at 315-96-LABEL

 AE respects the intellectual property rights of others and wishes to offer Services that contain no content that violates those rights. Our Terms of Service (“Terms of Service”) require that information posted by users be accurate, lawful and not in violation of the rights of third parties. AE has adopted this Copyright & IP Infringement Policy to explain to AE users and third parties their rights and responsibilities regarding copyright of the user content uploaded through our Services and the actions that AE will take in response to copyright complaints.

PARTNER PROGRAM:

You agree that you have full and legal authority to furnish any and all 3rd party content and account credentials (usernames, passwords, and the like) to AE for use during the delivery of the services to you and/or your client.

You agree to comply and certify that any of your 3rd party accounts / campaigns will comply with the Terms and Conditions contained herein.

Copyright and Use:

It is AE’s policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.

Acceptable Use. You shall (i) be responsible for you and your Authorized Users’ compliance with these Terms of Service, including the Fair Use Policy; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which you acquired or generated Customer Content. We require approval and review of all content and require client approval prior to publishing.

Fair Use Policy. AE may suspend your access to the Services for abusive practices that degrade the performance of the Services for you and/or other customers of AE.

Non-Exclusivity. You acknowledge that the rights granted to you under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict AE’s right to license, sell, or otherwise make available the Services to any third party or perform any services for any third party.

Customer Content. You grant AE a limited, worldwide, non-exclusive, non-transferable license, without a right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Content for the purpose of supporting your use of the Services and providing Services to you. AE may also use Customer Content for the purpose of supporting and developing the Site, provided that when doing so, AE shall only use Customer Content in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, you and your Authorized Users shall retain all right, title and interest in and to the Customer Content and all intellectual property rights therein. Nothing in this Agreement will confer on AE any right of ownership or interest in the Customer Content or the intellectual property rights there

Responsibility for Customer Content and Mentions. You are solely responsible for the Customer Content that you or Authorized Users upload, publish, display, link to, or otherwise make available via the Services, and you agree that AE is only acting as a passive conduit for the online distribution and publication of the Customer Content.

TERMINATION:

Termination. If you violate the letter or spirit of these Terms of Service, abuse the Services, or otherwise create risk or possible legal exposure to AE, AE can terminate or suspend your AE Account at our sole discretion. AE will notify you by email or at the next time you attempt to access your account. You may also cancel or disable your AE Free account at any time.

Effects of Termination. Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Services; (ii) you will have no further access to your accounts provided by AE; and (iii) you will pay AE all unpaid amounts owing to AE.

Survival. Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.

BILLING:

FEES AND PAYMENTS:

You acknowledge and agree that your Payment Method will be charged by Company.

BILLING TERMS, INCLUDING AUTOMATIC RENEWAL TERMS:

You agree to pay any and all prices and fees due for Services purchased or obtained at this Site at the time you order the Services.  All prices and fees are non-refundable unless otherwise expressly noted, even if your Services are suspended, terminated, or transferred prior to the end of the Services term.  Company expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at this Site and effective immediately without need for further notice to you.  If you have purchased or obtained Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below.

Except as prohibited in any product-specific agreement, you may pay for Services by utilizing any of the following “Payment Methods”: credit card or PayPal.

CANCELLATIONS:

You may cancel this automatic billing authorization at any time with a 30-day notice. All services are on a prepaid basis.  As noted herein, all billing will be done automatically unless written request is received by client to end the automated billing and/or services in writing with a 30-day notice. Refunds are not permitted.

Limitation of Liability:

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AE’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) THE fees paid by YOU FOR THE SERVICES HEREUNDER DURING THE three (3) month PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (B) US$500. AE DOES NOT OFFER ANY WARRANTY OR REMEDIES FOR THE INTERRUPTION OR CESSATION OF ACCESS OR TRANSMISSION TO OR FROM THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AE, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL AE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF AE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF AE FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF AE, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF AE; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

General:

1 Assignment. You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law or otherwise, without the prior written consent of AE (not to be unreasonably withheld), and any attempted assignment or transfer without such consent will be void. AE may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. AE may also substitute, by way of unilateral novation, effective upon notice to you, AE Media Inc. for any third party that assumes our rights and obligations under this Agreement.

2 Amendment. AE reserves the right to modify, supplement, or replace the terms of this Agreement, effective upon posting on the AE website or notifying you otherwise. Your continued use of the Services after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new terms. Except for changes made by AE as described here, no other amendment or modification of this Agreement shall be effective unless set forth in a written agreement bearing a written signature by AE and you.

3 Severability. Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.

4 Notices. For purposes of service messages and notices about the Services, AE may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from AE to an email address associated with your account, even if AE has other contact information. You also agree that AE may communicate with you through your AE account or through other means including email, mobile number, telephone, or delivery services including the postal service about your AE account or services associated with AE. You acknowledge and agree that AE shall have no liability associated with or arising from your failure to do so maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services.

Waivers. No waiver of any provision of this Agreement is binding unless it is in writing and signed by all parties to this Agreement, except that any provision which does not give rights or benefits to particular parties may be waived in writing, signed only by those parties who have rights under, or hold the benefit of, the provision being waived if those parties promptly send a copy of the executed waiver to all other parties. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.

Nature of Relationship. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

Governing Law. This Agreement and your relationship with AE shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the State of Missouri and shall be considered to have been made and accepted in St. Louis, MO, without regard to its conflict of law provisions. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.

Entire Agreement. The terms of this Agreement, together with any applicable Authorization Form, all exhibits, and constitute the entire agreement between the parties with respect to the use of the Services and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter and is binding upon the parties and their permitted successors and assigns. In the event of any conflict between this Agreement and the terms of an Authorization Form, the provisions of the Authorization Form shall prevail. The terms of this Agreement will apply to all orders you submit to AE for AE Free and AE Pro accounts and shall supersede any additional terms, which may be incorporated in a purchase order form, or any other form you generate. Any such terms shall be null and void.

Responsibility for Campaigns and Submitted Content. You agree that the Services are only a passive conduit for the online display of Campaigns and Submitted Content. AE will not review, share, distribute, or reference any Campaigns or Submitted Content, except as provided in this Agreement.

Notwithstanding the foregoing, AE retains the authority to remove any Submitted Content uploaded that it deems in violation of this Agreement, in its sole discretion.

Your Additional Indemnification. You shall defend, indemnify, and hold harmless AE, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that any Campaign or Submitted Content infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; or (b) relating to, or arising from, (i) any Campaign or Submitted Content, or entries to or from a Campaign or a Campaign Page or (ii) your breach of your obligations, representations, or warranties in any sections above.

Last updated: 01/01/2018